1 BEFORE THE ARIZONA CORPORATION COMMISSION

2
COMMISSIONERS
3
JEFF HATCH-MILLER, Chairman
4 WILLIAM A. MUNDELL
MIKE GLEASON
5 KRISTIN K. MAYES
BARRY WONG
6
In the matter of: )
7 ) DOCKET NO. S-03561A-04-0000
PARKLANE INTERNATIONAL )
8 )
CORPORATION
) DECISION NO. _____68873________
9 1985 Queens Avenue )
Vancouver, British Columbia )
10 Canada V7V2X8 ) ORDER TO CEASE AND DESIST, ORDER
) FOR ADMINISTRATIVE PENALTIES AND
11 SYNDICATED GOLD DEPOSITORY S.A. ) CONSENT TO SAME BY: RESPONDENT
Fort Nassau Centre-West Wing ) SYNDICATED GOLD DEPOSITORY S.A.
12 Malborough St., Suite N-4875 )
Nassau, Bahamas )
13 )
)
14 )
Respondents.
)
15
Respondent Syndicated Gold Depository S.A. (“SGD”) elects to permanently waive any
16
right to a hearing and appeal under Articles 11 and 12 of the Securities Act of Arizona, A.R.S. §
17
44-1801 et seq. (“Securities Act”) with respect to this Order To Cease And Desist, Order for
18
Administrative Penalties and Consent to Same (“Order”). SGD admits the jurisdiction of the
19
Arizona Corporation Commission (“Commission”); neither admits nor denies the Findings of Fact
20
and Conclusions of Law contained in this Order; and consents to the entry of this Order by the
21
Commission.
22
..
23
..
24
..
25
..
26
 Docket No. S-03561A-04-0000

1 I.

2 FINDINGS OF FACT
1. Respondent Syndicated Gold Depository S.A. (“SGD”) si a Bahamian registered
3
corporation, located at Fort Nassau Centre-West Wing, Malborough St., Suite N-4875, Nassau,
4

5 Bahamas.

6 2. SGD, along with Respondent Parklane International Corporation (“Parklane”) have,

7 directly or indirectly, offered securities for sale, in or from the state of Arizona. Respondents were

8 not registered as securities salesmen or dealers, nor were the securities registered in Arizona.
9 3. Parklane solicited investors to invest their money into an investment program
10
operated by SGD. Investors enter into a written contract with SGD to invest between $10,000 to
11
$500,000 with it. SGD paid investors a return of 19.5% on their investment. SGD was to use the
12
money it raised from investors to loan to a mining company for that company to use as capital.
13
SGD would then pay investors their returns from the profits it earned from the mining company.
14
4. Parklane informed investors that SGD had entered into an agreement with
15

16 Merendon De Honduras, S.A. de C.V. (“Merendon”) and Merendon Mining Corp. Ltd. of Canada

17 (“Merendon-Canada) to provide capital. Merendon was alleged to be a wholly own subsidiary of

18 Merendon-Canada. This capital is to be used to purchase gold and silver by Merendon. Parklane
19 told investors that Merendon owned a gold and metal refinery in Tegucigalpa, Honduras. Parklane
20
told investors that the Merendon refinery refined gold and silver from Central, North and South
21
America.
22
5. Respondents state that the SGD program has been running successfully since 1999.
23
Respondents told investors that they would pay investors 1.5% per month, or 19.5% compounded
24
monthly. Respondents’ sales literature states that after 25 years of compounding, a $100,000
25

26 investment will be worth $8,700,000, with monthly income of $130,000. Respondents informed

2
Decision No. ____68873_______
 Docket No. S-03561A-04-0000

investors that they could afford to pay such returns as Merendon’s profit margins are 10% per each
1
ounce that is refined.
2

3 6. On December 24, 2003, the Pennsylvania Securities Commission issued a summary

4 order to cease and desist against PIC and SGD for violations of the Pennsylvania Securities Act. It

5 issued Findings of Fact, Conclusions of Law and Order against SGD on March 2, 2005.

6 7. Respondents began offering their investment program in Arizona since 2003. Since
7 that time, at least two Arizona residents have been offered the investment program. One Arizona
8
investor has invested $150,000 with SGD. That investor is accredited. SGD has provided written
9
evidence to the Securities Division that it has contacted the investor and offered to refund his
10
investment. The investor has declined that offer.
11

12 II.

13 CONCLUSIONS OF LAW

14 1. The Commission has jurisdiction over this matter pursuant to Article XV of the

15 Arizona Cons titution and the Securities Act.

16 2. SGD offered or sold securities within or from Arizona, within the meaning of

17 A.R.S. §§ 44-1801(15), 44-1801(21), and 44-1801(26).

18 3. SGD violated A.R.S. § 44-1841 by offering or selling securities that were neither

19 registered nor exempt from registration.

20 4. SGD violated A.R.S. § 44-1842 by offering or selling securities while neither

21 registered as a dealer or salesman nor exempt from registration.

22 5. SGD’s conduct is grounds for a cease and desist order pursuant to A.R.S. § 44-

23 2032.

24 6. SGD’s conduct is grounds for administrative penalties under A.R.S. § 44-2036.

25

26
3
Decision No. ____68873_______
 Docket No. S-03561A-04-0000

1 III.

2 ORDER

3 THEREFORE, on the basis of the Findings of Fact, Conclusions of Law, and SGD’s

4 consent to the entry of this Order, attached and incorporated by reference, the Commission finds

5 that the following relief is appropriate, in the public interest, and necessary for the protection of

6 investors:

7 IT IS ORDERED, pursuant to A.R.S. § 44-2032, that SGD, and any of SGD’s agents,

8 employees, successors and assigns, permanently cease and desist from violating the Securities Act.

9 SGD shall not sell any securities in or from Arizona without being registered in Arizona as dealers

10 or salesmen, or exempt from such registration. SGD shall not sell securities in or from Arizona

11 unless the securities are registered in Arizona or exempt from registration.

12 IT IS FURTHER ORDERED that SGD comply with the attached Consent to Entry of

13 Order.

14 IT IS FURTHER ORDERED, pursuant to A.R.S. § 44-2036, that SGD shall pay an

15 administrative penalty in the amount of $2,500. Payment shall be made in full by cashier’s check

16 or money order on the date of this Order, payable to the “State of Arizona.” Any amount

17 outstanding shall accrue interest at the rate of 10% per annum from the date of this Order until paid

18 in full. If SGD does not comply with this order for administrative penalties, any outstanding

19 balance ma y be deemed in default and shall be immediately due and payable.

20 ..

21 ..

22 ..

23 ..

24 ..

25 ..

26 ..

4
Decision No. ____68873_______
 Docket No. S-03561A-04-0000

1 IT IS FURTHER ORDERED, that if any SGD fails to comply with this order, the

2 Commission may bring further legal proceedings against that SGD, including application to the

3 superior court for an order of contempt.

4 IT IS FURTHER ORDERED that this Order shall become effective immediately.

5 BY ORDER OF THE ARIZONA CORPORATION COMMISSION

7 __________________________________________________________/s/ William A. Mundell_____

CHAIRMAN COMMISSIONER
8

9
__/s/ Lowell S. Gleason______________/s/ Kristen K. Mayes_______________________________
10 COMMISSIONER COMMISSIONER COMMISSIONER
11

12 IN WITNESS WHEREOF, I, BRIAN C. McNEIL,

Executive Director of the Arizona Corporation
13
Commission, have hereunto set my hand and caused the
14 official seal of the Commission to be affixed at the
Capitol, in the City of Phoenix, this __7th__ day of
15 _August__________, 2006.

16

17 _/s/ Brain C. McNeil__________________________

BRIAN C. McNEIL
18
Executive Director
19

20 ____________________________________
DISSENT
21

22
____________________________________
23 DISSENT

24 This document is available in alternative formats by contacting Linda Hogan, Executive Assistant
to the Executive Director, voice phone number 602-542-3931, E-mail lhogan@azcc.gov.
25

26
(md)
5
Decision No. ____68873_______
 Docket No. S-03561A-04-0000

1 CONSENT TO ENTRY OF ORDER

2 1. Respondent Syndicated Gold Depository S.A. (“SGD”) admits the jurisdiction of

3 the Commission over the subject matter of this proceeding. SGD acknowledges that it has been

4 fully advised of its right to a hearing to present evidence and call witnesses and SGD knowingly

5 and voluntarily waives any and all rights to a hearing before the Commission and all other rights

6 otherwise available under Article 11 of the Securities Act and Title 14 of the Arizona

7 Administrative Code. SGD acknowledges that this Order constitutes a valid final order of the

8 Commission.

9 2. SGD knowingly and voluntarily waives any right under Article 12 of the Securities

10 to judicial review by any court by way of suit, appeal, or ext raordinary relief resulting from the

11 entry of this Order.

12 3. SGD acknowledges and agrees that this Order is entered into freely and voluntarily

13 and that no promise was made or coercion used to induce such entry.

14 4. SGD acknowledges that it has been represented by an attorney in this matter, it has

15 reviewed this Order with its attorney, Arly Richau, and understands all terms it contains.

16 5. SGD neither admits nor denies the Findings of Fact and Conclusions of Law

17 contained in this Order.

18 6. By consenting to the entry of this Order, SGD agrees not to take any action or to

19 make, or permit to be made, any public statement denying, directly or indirectly, any Finding of

20 Fact or Conclusion of Law in this Order or creating the impression that this Order is without

21 factual basis. SGD will undertake steps necessary to assure that all of its agents and employees

22 understand and comply with this agreement.

23 7. While this Order settles this administrative matter between SGD and the

24 Commission, SGD understands that this Order does not preclude the Commission from instituting

25 other administrative or civil proceedings based on violations that are not addressed by this Order.

26
6
Decision No. ____68873_______
 Docket No. S-03561A-04-0000

1 8. SGD understands that this Order does not preclude the Commission from referring

2 this matter to any governmental agency for administrative, civil, or criminal proceedings that may

3 be related to the matters addressed by this Order.

4 9. SGD understands that this Order does not preclude any other agency or officer of

5 the state of Arizona or its subdivisions from instituting administrative, civil or criminal

6 proceedings that may be related to matters addressed by this Order.

7 10. SGD agrees that it will not apply to the state of Arizona for registration as a

8 securities dealer or salesman or for licensure as an investment adviser or investment adviser

9 representative until such time as all penalties under this Order are paid in full.

10 11. SGD agrees that it will not exercise any control over any entity that offers or sells

11 securities or provides investment advisory services within or from Arizona until such time as all

12 penalties under this Order are paid in full.

13 14. SGD agrees that it will not sell any securities in or from Arizona without being

14 properly registered in Arizona as a dealer or salesman, or exempt from such registration; it will not

15 sell any securities in or from Arizona unless the securities are registered in Arizona or exempt

16 from registration; and it will not transact business in Arizona as an investment adviser or an

17 investment adviser representative unless properly licensed in Arizona or exempt from licensure.

18 15. SGD acknowledges and understands that if it fails to comply with the provisions of

19 the order and this consent, the Commission may bring further legal proceedings against it,

20 including application to the superior court for an order of contempt.

21 16. SGD agrees that until penalties are paid in full, SGD shall notify the Director of the

22 Securities Division within 30 days of any change in business address and any change in SGD’s

23 ability to pay amounts due under this Order. SGD agrees that failure to perform any action in this

24 paragraph shall result in it being in default with any outstanding balance being immediately due

25 and payable without notice or demand.

26
7
Decision No. ____68873_______
 Docket No. S-03561A-04-0000

1 17. SGD understands that default shall render it liable to the Commission for its costs

2 of collection and interest at the maximum legal rate.

3 18. SGD agrees and understands that if it fails to make any payment as required in the

4 Order, any outstanding balance shall be in default and shall be immediately due and payable

5 without notice or demand. SGD agrees and understands that acceptance of any partial or late

6 payment by the Commission is not a waiver of default by the Commission.

7 19. SGD agrees that it will continue to cooperate with the Securities Division including,

8 but not limited to, providing complete and accurate testimony at any hearing in this matter and

9 cooperating with the state of Arizona in any related investigation or any other matters arising from

10 the activities described in this Order.

11 21. SGD consent s to the entry of this Order and agrees to be fully bound by its terms

12 and conditions.

13 22. [__Graham Blaikie__ represents that he is authorized by law to enter into this Order

14 for and on behalf of SGD.

15
Syndicated Gold Depository S.A.
16

17
By /s/ Graham Blaikie
18
Its President
19

20 SUBSCRIBED AND SWORN TO BEFORE me this __18th___ day of ____July______, 2006.

21
/s/ Larry L. Adair
22
NOTARY PUBLIC
23
My Commission Expires:
24
12/23/06
25

26
8
Decision No. ____68873_______